Amendment No. 1 dated April 3, 2017, to the Dealer Agreement, dated July 24, 2015, by and between DXC Capital Funding Limited, as Issuer, DXC Technology Company, as Guarantor, Citibank Europe PLC, UK Branch, as Arranger, and the financial institutions listed therein, as Dealers

1.INTERPRETATION    2

2.ISSUE    6

3.REPRESENTATIONS AND WARRANTIES    8

4.CONDITIONS PRECEDENT    12

5.COVENANTS AND AGREEMENTS    13

6.OBLIGATIONS OF THE DEALERS    17

7.TERMINATION AND APPOINTMENT    17

8.CALCULATION AGENT    19

9.STATUS OF THE DEALERS AND THE ARRANGER    19

10.NOTICES    19

11.PARTIAL INVALIDITY    21

12.REMEDIES AND WAIVERS    21

13.COUNTERPARTS    21

14.RIGHTS OF THIRD PARTIES    21

15.GOVERNING LAW    21

16.ENFORCEMENT    21

THIS AGREEMENT is dated 3 April 2017 and made between:

IT IS AGREED as follows:

In this Agreement:

“Additional Dealer” means any institution appointed as a Dealer in accordance with Clause 7.2 (Appointment of Dealers).

“Agency Agreement” means the amended and restated issue and paying agency agreement, dated on or about the date of this Agreement, between the Issuer, the Guarantor and the Agent, providing for the issuance of and payment on the Notes, as the same may be amended, supplemented, novated or restated from time to time.

“Agent” means Citibank N.A., London Branch acting as issue agent and as paying agent for the Notes and any successor or additional agent appointed in accordance with the Agency Agreement.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London and Dublin.

“Clearing System” means Clearstream Banking, société anonyme (“Clearstream, Luxembourg”), Euroclear Bank SA/NV (“Euroclear”) or any other clearing system from time to time agreed between the Dealers and the Issuer.

“CSC” means Computer Sciences Corporation.

“Current Dealer Agreement” means the dealer agreement dated 24 July 2015, between the Issuer, CSC, the Arranger and the Original Dealers.

“Dealer” means an Original Dealer (including Citibank Europe plc, UK Branch in its capacity as Arranger) or an Additional Dealer but excluding any institution whose appointment as a dealer has been terminated under Clause 7.1 (Termination) provided that where any such institution has been appointed as Dealer in relation to a particular issue of Notes or period of time, the expression “Dealer” or “Dealers” shall only mean or include such institution in relation to such Notes or that time period.

“Deed of Covenant” means the Deed of Covenant, dated on or about the date of this Agreement, executed by the Issuer in respect of Global Notes issued under the Agency Agreement, as the same may be amended, supplemented, novated or restated from time to time.

“Definitive Note” means a Note, security printed or otherwise, issued by the Issuer.

“Disclosure Documents” means, at any particular date:

“euro”, “EUR” and “€” denote the lawful currency introduced at the start of the third stage of European Economic and Monetary union pursuant to the Treaty on the Functioning of the European Union, as amended from time to time; and “euro Note” means a Note denominated in euro.

“euro Equivalent” means on any day:

in relation to any Note denominated or to be denominated in any other currency, the amount in euro which would be required to purchase the nominal amount of such Note as expressed in such other currency at the spot rate of exchange for the purchase of such other currency with euro, as quoted by the Agent at or about 11.00 a.m. (London time) on such day.

“Exchange Act Report” means, collectively the Guarantor’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Reports on Form 8-K filed with the SEC from time to time (excluding, in respect of Reports on Form 8-K, portions thereof deemed furnished under applicable SEC rules).

“FSMA” means the Financial Services and Markets Act 2000, as amended.

“Global Note” means a Note in global form, representing an issue of commercial paper.

“Group” means the Guarantor and its Subsidiaries.

“Guarantee” means the guarantee dated on or about the date of this Agreement and executed as a deed by the Guarantor, in respect of the obligations of the Issuer under the Notes and the Deed of Covenant, as the same may be amended, supplemented, novated or restated from time to time.

“Information Memorandum” means the most recently published information memorandum containing information about the Issuer, the Guarantor and the Notes (including information incorporated therein by reference), as prepared by or on behalf of the Issuer and the Guarantor for use by the Dealers in connection with the transactions contemplated by this Agreement.

“Maximum Amount” means €1,000,000,000 or such other amount as may apply in accordance with Clause 2.7 (Increase in Maximum Amount).

“Note” means a Definitive Note or a Global Note issued under the Agency Agreement to a Dealer.

“Note Transaction” means the issue by the Issuer and the subscription by a Dealer of Note(s) in accordance with Clause 2 (Issue).

“Programme” means the euro-commercial paper programme of the Issuer established

by the Programme Agreements.

“Programme Agreement” means this Agreement, any agreement for a Note Transaction, the Guarantee, the Deed of Covenant or the Agency Agreement.

“Ratings Agency” means Fitch Ratings Ltd. (“Fitch”), Moody’s Investors Service, Limited (“Moody’s”) or Standard & Poor’s Ratings Services (“S&P”) or any other statistical ratings organisation which rates the Issuer’s debt securities.

“Relevant Party” means in respect of each Dealer, each of its affiliates and each person who controls them (within the meaning of section 15 of the Securities Act or section 20 of the United States Securities Exchange Act of 1934, as amended), together with each of its directors, officers, employees and agents.

“Sanctions” means any sanctions or embargoes and/or restrictive measures administered or imposed by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. State Department, any other agency of the U.S. government, the United Nations, the European Union or the United Kingdom.

“Separation” means the separation of CSC’s North American Public Sector business into an independent publicly traded company (CSC - U.S. Public Sector).

“Sterling” and “£” denote the lawful currency of the United Kingdom; and “Sterling Note” means a Note denominated in Sterling.

“Subsidiary” means:

The Current Dealer Agreement shall be amended and restated on the terms of this Agreement. Any Notes issued on or after the date of this Agreement shall be issued pursuant to this Agreement. This does not affect any notes issued prior to the date of this Agreement, and the Current Dealer Agreement shall continue in full force and effect with respect to such notes.

The Issuer hereby appoints the Dealers with respect to the issue of Notes under this Agreement.

The Issuer shall not be under any obligation to issue any Notes, and a Dealer shall not be under any obligation to subscribe for or procure the subscription for any Notes, until such time as an agreement for a Note Transaction has been reached between the Issuer and that Dealer.

or such other conventionally accepted denominations in those currencies or such other currency as may be agreed between the Issuer and the relevant Dealer from time to time, subject in each case to compliance with all applicable legal and regulatory requirements and provided that the equivalent of that denomination in Sterling as at the Issue Date is not less than £100,000 or the Sterling equivalent of at least €125,000 (whichever is greater).

If the Issuer and any Dealer shall agree on the terms of the subscription for any Note by that Dealer (including agreement with respect to the issue date, aggregate principal or nominal amount, denomination, currency, price, redemption basis, maturity date and discount or interest basis), then:

If, for any reason (including, without limitation, the failure of the relevant trade), a Note is not to be issued in accordance with a Note Transaction, the Issuer and the relevant Dealer shall immediately notify the Agent of that fact.

Any agreement for a Note Transaction for a Note denominated in a currency other than Sterling or euro shall be conditional upon:

The Issuer may from time to time increase the Maximum Amount by:

Each of the Issuer (in respect of itself) and the Guarantor (in respect of itself and the Issuer) makes the representations and warranties in this Clause 3 to each Dealer.

Each of the Issuer and the Guarantor is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has the power to own its assets and carry on its business as it is being conducted.

Each of the Issuer and the Guarantor has the power to enter into, perform and deliver, and has taken all necessary action to authorise the entry into, performance and delivery of, the Notes (in the case of the Issuer) and the Programme Agreements to which it is a party and the transactions contemplated by those Notes and Programme Agreements.

The obligations expressed to be assumed by the Issuer and the Guarantor in each of the Programme Agreements to which it is a party and (when the Notes have been issued and delivered under the Agency Agreement and have been paid for) the Notes are, subject to any general principles of law limiting its obligations which are specifically referred to in any legal opinion delivered under Schedule 1, legal, valid, binding and enforceable obligations.

All authorisations required by the Issuer and the Guarantor:

The entry into, delivery and performance by each of the Issuer and the Guarantor of its obligations under the Notes and the Programme Agreements to which it is a party and the transactions contemplated by the Programme Agreements will not conflict with, or constitute a default under:

The obligations of the Issuer and the Guarantor under the Programme Agreements to which it is a party rank, and the Notes (when issued) will rank, at least pari passu with all present and future unsecured and unsubordinated obligations of the Issuer or the Guarantor, as the case may be, other than obligations mandatorily preferred by law applying to companies generally.

The most recently published financial statements (and in the case of the Issuer only, the opening balance sheet) of the Issuer and the Guarantor which are incorporated by reference in the Information Memorandum:

Except as otherwise disclosed by any Disclosure Documents:

No member of the Group is in default in respect of any indebtedness for borrowed money or any obligation having a similar commercial effect.

Neither the Issuer nor the Guarantor is required by any law or regulation of, or any relevant taxing authority or any political subdivision or any authority thereof having the power to tax in, the jurisdiction in which the Issuer or the Guarantor is resident for tax purposes to make any withholding or deduction from any payment due under the Notes or any Programme Agreement to which it is a party for or on account of any taxes or duties of whatever nature.

The aggregate outstanding principal amount of the Notes on the date of issue of any Note does not exceed the Maximum Amount.

Except as disclosed in the Guarantor’s Exchange Act Reports, neither the Issuer, the Guarantor nor any of their respective Subsidiaries, nor any director, officer, agent, employee or other person associated with or acting on behalf of the Issuer, the Guarantor or any of their respective Subsidiaries, has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of any applicable anti-bribery or anti-corruption law, rule or regulation enacted in any jurisdiction; or made, offered or promised to make, or authorised the payment or giving of any bribe, rebate, payoff, influence payment, facilitation payment, kickback or other unlawful payment or gift of money or anything of value prohibited under any applicable law, rule or regulation.

Neither the Issuer, the Guarantor nor any of their respective Subsidiaries nor, to the knowledge of the Issuer or the Guarantor, any director, officer, agent, employee or affiliate of the Issuer, the Guarantor or any of their respective Subsidiaries is currently the subject of any Sanctions or conducting business with any person, entity or country which is the subject of any Sanctions.

The operations of the Issuer, the Guarantor and their respective Subsidiaries are and have been conducted at all times in compliance with applicable financial record keeping and reporting requirements and money laundering statutes in Ireland, the United States of America and the Grand Duchy of Luxembourg and of all jurisdictions in which the Issuer, the Guarantor and their respective Subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any applicable governmental agency (collectively, “Money Laundering Laws”).

Neither the Issuer nor the Guarantor are, or as a result of any issue of Notes or the receipt or application of the proceeds thereof will be, an investment company as defined in the United States Investment Company Act of 1940.

Each of the Issuer and the Guarantor represents, warrants and agrees:

The representations and warranties set out in this Clause 3:

When a representation or warranty under Clauses 3.7 (Disclosure Documents) and 3.9 (Adverse change and litigation) is repeated under paragraph (b) above, the reference to Disclosure Documents shall be deemed to be only the Disclosure Documents which have been published before the date on which a relevant Note Transaction is made (in the case of that Note Transaction and the corresponding issue of Notes) or the date on which the letter purporting to increase the Maximum Amount is delivered (in the case of that increase).

If, before a Note is issued and delivered to or for the account of the relevant Dealer, an event occurs which would render any of the representations and warranties in this Clause 3 immediately, or with the lapse of time, untrue or incorrect, the Issuer will inform the relevant Dealer as soon as practicable of the occurrence of such event. In either case, the relevant Dealer shall inform the Issuer without any undue delay whether it wishes to continue or discontinue the issuance and delivery of the respective Notes.

By a date no later than five Business Days before the date upon which the Issuer and any Dealer shall first agree terms for a Note Transaction (or such other period as may be agreed between the Issuer and that Dealer), the Issuer shall deliver to that Dealer each of the documents listed in Schedule 1, in form and substance satisfactory to that Dealer.

The obligations of any Dealer in respect of any agreement for a Note Transaction and each issue of Notes shall be conditional upon:

The undertakings in this Clause 5 remain in force from the date of this Agreement for so long as any Programme Agreement is in force and any amount is or may be outstanding under any Programme Agreement or any Note.

Whenever the Issuer or the Guarantor publishes or makes available to its shareholders (or any class of them) or to its creditors generally (or any class of them) or to the public (by filing with any regulatory authority, securities exchange or otherwise) any information which could reasonably be expected to be material in the context of the Programme Agreements and the Notes and the transactions contemplated by the Programme Agreements and the Notes, the Issuer or the Guarantor shall:

Whenever the Issuer or the Guarantor is required to obtain or effect any authorisation in order to comply with the representation and warranty contained in Clause 3.4 (Authorisations), the Issuer or the Guarantor shall:

The Issuer and the Guarantor undertake promptly to notify the Dealers of any change in the rating given by any Ratings Agency of the Issuer’s short-term debt securities or upon it becoming aware that such rating has been put on a “Creditwatch” list or other similar publication of formal review (including a notice of change of outlook) by any Ratings Agency.

the Issuer or, as the case may be, the Guarantor shall pay to that Dealer on demand an amount equal to such Loss on an after tax basis. No Dealer shall have any duty or obligation, whether as fiduciary or trustee for any Relevant Party or otherwise, to recover any such payment or to account to any other person for any amounts paid to it under this paragraph (a).

The Issuer, failing which the Guarantor, will:

The Issuer and the Guarantor will take such steps (in conjunction with the Dealers, where appropriate) to ensure that any laws and regulations or requirements of any governmental agency, authority or institution which may from time to time be applicable to any Notes shall be fully observed and complied with, including (without limitation) its obligations under Clauses 3.17 (U.S. selling restrictions) and 5.9 (United Kingdom).

The Issuer will issue Notes under the Programme only if the following conditions apply (or the Notes can otherwise be issued without contravention of Section 19 of the FSMA):

The Issuer will issue Notes under the Programme only in denominations of at least €125,000 or the foreign currency equivalent thereof in accordance with Commercial Paper Notice BSD C 01/02 issued by the Irish Central Bank.

The Issuer and the Guarantor will each ensure that proceeds raised in connection with the issue of any Notes will not directly or indirectly be lent, contributed or otherwise made available to any person or entity (whether or not related to the Issuer or the Guarantor) for the purpose of financing the activities of any person or entity or for the benefit of any country currently the subject of any Sanctions.

Each Dealer represents and agrees that it has complied and will comply with the selling restrictions set out in Schedule 2. Subject to those restrictions, each Dealer is authorised by the Issuer and the Guarantor to circulate the Disclosure Documents to actual or potential purchasers of Notes.

The obligations of each Dealer under this Agreement are several.

If, at any time, a Dealer transfers all or substantially all of its euro commercial paper business to any of its affiliates then, on the date that transfer becomes effective, the relevant affiliate shall become the successor to that Dealer under this Agreement without the execution or filing of any paper or any further act on the part of the parties to this Agreement. Upon that transfer becoming effective, all references in this Agreement to the relevant Dealer shall be deemed to be references to the relevant affiliate. The relevant Dealer shall, promptly following that effective date, give notice of the transfer to the Issuer with a copy to the Agent.

The Arranger shall have only those duties, obligations and responsibilities expressly specified in this Agreement. Each of the Dealers agrees that the Arranger has only acted in an administrative capacity to facilitate the establishment and/or maintenance of the Programme and has no responsibility to it for:

Any communication to be made under this Agreement shall be made in writing and, unless otherwise agreed, be made by fax, letter, email or by telephone (to be confirmed promptly by fax or letter).

For purposes of Clause 10.2 (Delivery), the relevant contact details of each party to this Agreement shall be as set out in the signatory pages to this Agreement, or as otherwise notified by any party to each other party to this Agreement.

If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

No failure to exercise, nor any delay in exercising, on the part of any Dealer, any right or remedy under the Programme Agreements shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

This Agreement may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

This Agreement, any agreement for a Note Transaction and the Notes and any noncontractual obligations arising out of or in connection with any of them shall be governed by, and construed in accordance with, English law.

EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION IN CONNECTION WITH ANY PROGRAMME AGREEMENT OR NOTE OR ANY TRANSACTION CONTEMPLATED BY ANY PROGRAMME AGREEMENT. THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY COURT.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

Each Dealer represents and agrees that it will observe all applicable laws and regulations in any jurisdiction in which it may offer, sell, or deliver Notes and it will not directly or indirectly offer, sell, resell, re-offer or deliver Notes or distribute any Disclosure Document, circular, advertisement or other offering material in any country or jurisdiction except under circumstances that will result, to the best of its knowledge and belief, in compliance with all applicable laws and regulations.

Each Dealer understands and agrees that the Notes and the Guarantee have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S or pursuant to an exemption from the registration requirements of the Securities Act. Each Dealer represents, warrants and undertakes that it has not offered or sold, and will not offer or sell, any Notes and the Guarantee as part of their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date (the “distribution compliance period”), except in accordance with Regulation S. Each Dealer agrees that, at or prior to confirmation of sale of Notes and the Guarantee, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Notes and the Guarantee from it during the distribution compliance period a confirmation or notice to substantially the following effect:

“The Securities covered hereby have not been registered under the U. S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meanings given to them in Regulation S.”

Each Dealer also represents, warrants and undertakes that neither it, its affiliates nor any persons acting on its or their behalf has engaged or will engage in any directed selling efforts (as defined in Regulation S) with respect to the Notes and the Guarantee, and that it and they have complied and will comply with the offering restrictions requirement of Regulation S. Terms used above have the meaning given to them by Regulation S.

Each Dealer represents and agrees that:

(a)    

as each of the foregoing may be amended, restated, varied, supplemented and/or otherwise replaced from time to time.

The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; the “FIEA”). Accordingly, each Dealer represents and agrees that it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

[Letterhead of Issuer]

To: The Dealers referred to below

cc. [Citibank N.A., London Branch] (as “ Agent”)

cc. Citibank Europe plc, UK Branch (as “Arranger”)

[Date]

Dear Sirs

We refer to an amended and restated dealer agreement dated 3 April 2017 (as amended, supplemented, novated or restated from time to time, the “Dealer Agreement”) between ourselves as Issuer and DXC Technology Company (formerly known as Everett SpinCo, Inc.) as Guarantor, Bank of America Merrill Lynch International Limited, Barclays Bank PLC, Bayerische Landesbank, Citibank Europe plc, UK Branch and Goldman Sachs International as Dealers and the Arranger relating to a €1,000,000,000 euro-commercial paper programme. Terms used in the Dealer Agreement shall have the same meaning in this letter.

In accordance with Clause 2.7 (Increase in Maximum Amount) of the Dealer Agreement, we hereby notify each of the addressees listed above that the Maximum Amount is to be increased from [ 000,000,000] to [ 000,000,000] with effect from [ ], subject to delivery to the Dealers, the Arranger and the Agent of the following documents:

Yours faithfully,

..............................

for and on behalf of

DXC Capital Funding Limited

[Letterhead of Issuer]

[Date]

To: [Name of Dealer]

cc.: [list all permanent Dealers]

cc.: [Citibank N.A., London Branch] as Agent

Dear Sirs

We refer to an amended and restated dealer agreement dated 3 April 2017 (as amended, supplemented, novated or restated from time to time, the “Dealer Agreement”) between ourselves as Issuer, and DXC Technology Company (formerly known as Everett SpinCo, Inc.) as Guarantor, Citibank Europe plc, UK Branch as Arranger, Bank of America Merrill Lynch International Limited, Barclays Bank PLC, Bayerische Landesbank, Citibank Europe plc, UK Branch and Goldman Sachs International as Dealers relating to a €1,000,000,000 euro-commercial paper programme. Terms used in the Dealer Agreement shall have the same meaning in this letter.

In accordance with Clause 7.2 (Appointment of Dealers) and upon the terms of the Dealer Agreement, we hereby appoint you as an Additional Dealer [for the Programme [with Immediate effect][with effect from [ ]]/[for the issue of [description of issue][for the period • to •]]. [Copies of each of the condition precedent documents set out in Schedule 1 to the Dealer Agreement have been sent to you, as requested].

Please confirm acceptance of your appointment upon such terms by signing and returning to us the enclosed copy of this letter, whereupon you will, in accordance with Clause 7.2 (Appointment of Dealers) of the Dealer Agreement, become a party to the Dealer Agreement vested with all the authority, rights, powers, duties and obligations set out in that Clause 7.2.

Yours faithfully

..............................

for and on behalf of

DXC Capital Funding Limited

We hereby confirm acceptance of our appointment as a Dealer upon the terms of the Dealer Agreement referred to above. For the purposes of Clause 10 (Notices) of the Dealer Agreement our contact details are as follows:

[NAME OF DEALER]

Address:     [         ]

Telephone:     [         ]

Fax:         [         ]

Contact:     [         ]

Dated: ....................................

Signed: .....................................

for [Name of new Dealer]

THIS AGREEMENT is made on [•]

BETWEEN:

WHEREAS:

IT IS AGREED as follows:

The Issuer appoints the Calculation Agent as its agent for the purpose of calculating the amount of interest in respect of the Relevant Notes upon the terms and subject to the conditions of this Agreement. The Calculation Agent accepts such appointment.

The Issuer will pay any stamp, registration and other similar taxes and duties (including any interest and penalties thereon or in connection therewith) payable in connection with the execution, delivery and performance of this Agreement.

The Calculation Agent, the Guarantor and the Issuer agree that its appointment will be subject to the following conditions:

If, for any reason, the Calculation Agent ceases to act as such or fails to comply with its obligations under Clause 3, the Issuer shall appoint the Agent as Calculation Agent in respect of the Relevant Notes.

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

This Agreement and every agreement for the issue and purchase of Notes and any non-contractual obligations arising out of or in connection with any of them shall be governed by, and construed in accordance with, English law.

If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

This Agreement may be signed in any number of counterparts. This has the same effect as if the signatures on the counterpart were on a single copy of this Agreement.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

By:     ..................................

By: ……………………..

[NAME OF CALCULATION AGENT]

By: ..................................